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HomeMy WebLinkAbout2019-925-E Emergency Svc - UNC Hospitals data use agreementDATA USE AGREEMENT This Data Use Agreement (the “Agreement”) effective as of the last date of signature (the “Effective Date”), by and between _Orange County Emergency Services_ (“Provider”) and The University of North Carolina at Chapel Hill (“Recipient”), establishes the terms and conditions under which Recipient will access and use certain data as described below. Provider and Recipient are sometimes referred to in this Agreement singularly as a “Party” and collectively as the “Parties.” The Parties agree as follows: 1. Definition of Data. The data subject to this Agreement consists of de-identified OCES system data interventions, skills, medication administrations, dispositions, call volume, signs/symptoms and level of care. Providers will be de-identified by their employee ID number and participants of the study will never have access to key of information that links employee ID numbers with name of provider. No Patient Health Information is used in this study. 2. License to use the Data. Provider grants Recipient the right to use the Data for the sole purpose of evaluation of the OCES EMS Division and research to identify ways to improve outcomes for patients in Orange County (the “Purpose”). Nothing herein shall be deemed a grant of a license to any intellectual property rights of Provider or the Data except as set forth in the Purpose. 3. Notice. Notice regarding termination or other matters relating to this Agreement shall be made in writing sent to the following individuals: Provider Recipient Name Dinah Jeffries Name The University of North Carolina at Chapel Hill, Information Library Sciences Address PO Box 8181 Hillsborough, NC 27278 Address Manning Hall Rm 206, Chapel Hill, NC 27599- 1651 Phone 919-245-6123 Phone 919-962-3435 Email djeffries@orangecountync.gov Email Rstem15@live.unc.edu 4. Restrictions on Recipient’s Use of Data. 4.1. Recipient acknowledges that the Data consists of sensitive information that Provider is required to protect and agrees to use appropriate safeguards to protect the Data from misuse and unauthorized access or disclosure, including, without limitation, (i) maintaining adequate physical controls and password protections for any server, system, or device on which the Data may reside, and (ii) taking any other measures reasonably necessary to prevent any use or disclosure of the Data other than as provided in this Agreement. 4.2. Recipient agrees to comply with all applicable international, federal, state and local laws and regulations, and Institutional Review Board (“IRB”) restrictions, including, but not limited to, those concerning the privacy and confidentiality of individually identifiable information and export control laws. 4.3. Recipient will report to Provider any use or disclosure of the Data not provided for by this Agreement of which Recipient becomes aware. Such report shall be made to the contact noted in this Agreement as soon as reasonably possible, but, in any event, no later than five (5) business days from the date on which Recipient becomes aware that the Data have been used or disclosed DocuSign Envelope ID: 67D09F08-A3D8-40FB-AAA6-E5D02B7843B5 in a manner not provided for by this Agreement. As a condition of continued access to Data, Recipient will fully cooperate with any remediation that Provider, in its sole discretion, determines is necessary to (i) address any applicable reporting requirements; and (ii) mitigate any effects of such unauthorized use or disclosure of the Data, including, without limitation, measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public. 4.4. Recipient will not attempt to identify the individuals whose information is contained in any Data transferred pursuant to this Agreement or attempt to contact those individuals. 4.5. Recipient will hold any agent of the Recipient, including any permitted subcontractor, to the standards, restrictions, and conditions stated in this Agreement with respect to the Data. 5. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect as long as Recipient retains the Data. Either Party may terminate this Agreement with or without cause upon thirty (30) days’ written notice to the other Party. Provider may terminate this Agreement immediately, with no advance notice to Recipient, if Provider has any reason to believe that Recipient has violated this Agreement, including, but not limited to, unauthorized access to Provider information or systems not within the definition of Data or using Data inconsistent with the Purpose. Upon termination of this Agreement, Recipient agrees to destroy and make no further use of the Data. 6. Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or written, and all other communications between the Parties relating to such matters. 7. Severability. If any provision of this Agreement is determined to be invalid, such determination shall not affect the validity of the remaining provisions. 8. Waiver. The waiver by any Party of any provision or breach of this Agreement shall not operate or be construced as a waiver of any other provision or subsequent breach. 9. Amendments. This Agreement may be amended or modified only with mutual written consent of the Parties. 10. Governing Law. Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Recipient shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of the Agreement and Provider may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, Recipient affirms that Recipient is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Recipient certifies that Recipient has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 11. Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or other joint business relationship between the Parties or any of their affiliates. DocuSign Envelope ID: 67D09F08-A3D8-40FB-AAA6-E5D02B7843B5 12. Assignment. This Agreement is non-assignable and non-transferrable by Recipient without the prior written consent of Provider. Assignments made in violation of this provision are null and void. Recipient acknowledges and agrees that Provider retains the right to assign or delegate any of its rights of obligations hereunder to any of its affiliates or subsidiaries. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and date specified above. ORANGE COUNTY EMERGENCY SERVICES THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL By: _________________________________ By: __________________________________ Name: Dinah Jeffries Name: Rachel Stemerman Title: Director Date: _______________________ Signature: ________________________ Title: Principal Investigator, Ph.D. Candidate Health Informatics UNC Date: 11/18/2019_______ Signature: ____________________________ DocuSign Envelope ID: 67D09F08-A3D8-40FB-AAA6-E5D02B7843B5